A few developers have tried to discern the goal behind Microsoft's CodePlex Foundation established just a week ago. A legal advisor for the Linux Foundation has made some recommendations to what he considers the foundation's faulty organizational structure.

Deputy director of the CodePlex Foundation Mark Stone could do no better than be vague when trying to explain what the foundation is all about. In the CodePlex Google group, Stone emphasized that the Contribution and License Agreements currently found on their website are just a "starting point" to spark further discussion about transfer of rights. Another question asked what the new foundation will actually do for developers and why they should depend on it instead of, say, the Apache Foundation. Stone's reply: "We've looked at the processes and licensing concerns of software companies and believe that there's room for a different approach in the mix that will benefit the software industry and the open source community." He feels that firms and organizations have inherent challenges in property rights, patents, competition and vendor negotiations in the open source community: "I think that's the world that most commercial software managers and/or product managers live in." The foundation could take on a negotiating role between closed source and open source projects, and even participate in projects like Apache. Unfortunately he couldn't furnish any concrete details how it would do it.

The goal of the foundation then, according to the Google group discussion, is to find developers in closed source enterprises to contribute to open source projects. This does not mean supporting specific projects or even promoting open source technologies. Yet, Stone asserts, "one of the places where the CodePlex Foundation will differ from other foundations is in being focused on business challenges, not technology challenges." The result should be an enhancement to, rather than a replacement for, other open source foundations like Apache's. Others in the discussion wondered whether Microsoft was using the foundation to further its own purposes, which Stone dismissed by declaring that it will by no means focus on .NET projects.

The legal advisor for the Linux Foundation has meanwhile pondered CodePlex Foundation's Microsoft-heavy makeup and memberless business structure, in a ConsortiumInfog.org blog. In response to Microsoft's claim of establishing an open and neutral platform, Linux Foundation's Andy Updegrove perused the current CodePlex business plan and created a FAQ in the blog based on his observations. Updegrove's "bottom line" statement: "There are a lot of games you can play when structuring an organization to make it look open, but still be sure that the founders will have a lot of control for a long time." His recommendations especially mark the foundation's organizational structure: the board of directors should have "no fewer than 11 members," "no company and its affiliates (including Microsoft) can have more than one representative" and it should have an open membership policy. In his opinion the foundation should separate itself from Microsoft financially and organizationally.

Mark Stone, by CodePlex.org accounts, is the only paid staff member for the recently established foundation, which currently has a six-member board of directors and 12-member advisory board. By Stone's own account, he's been a Linuxer since 1994 and was the Linux editor at O'Reilly, SourceForge and other places. Since mid-2008 he has been on Sam Ramji's open source strategy team at Microsoft.

Andrew Updegrove has been a legal advisor at the Linux Foundation since 2007. Partner in a law firm in Boston MA, he has participated in the Digistan.org and ConsortiumInfo.org platforms for open standards and developed a derivative of The Hague Declaration of Human Rights to apply to free and open digital standards.

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